SCHEDULE: StepStone Executives Adjust Holdings Post-Committee Dissolution

Key StepStone Group executives adjust their beneficial ownership reporting following the disbandment of the Class B Committee and termination of their joint filing agreement.

Summary

• The filing is an Amendment No. 21 to a Schedule 13D for StepStone Group Inc. (Issuer) Class A Common Stock.
• The Reporting Persons (Monte M. Brem, Scott W. Hart, Jason P. Ment, Jose A. Fernandez, Michael I. McCabe, and Thomas Keck) previously filed jointly due to their membership on the Class B Committee.
• Effective September 18, 2025 (the "Sunset Time"), the Class B Committee has disbanded, and the joint filing agreement among its members has terminated.
• Prior to the Sunset Time, as of September 12, 2025, the Reporting Persons collectively beneficially owned 42,227,381 shares of voting stock, representing 37.5% of Class A Common Stock outstanding (assuming exchange of all eligible Class B, C, and D Units).
• Following the disbandment, individual beneficial ownership percentages are now reported, excluding the collective ownership through the committee.
• As of September 18, 2025, all Reporting Persons other than Jose A. Fernandez and Thomas Keck ceased to be beneficial owners of more than five percent of the Class A Common Stock individually.
• Jose A. Fernandez entered into a 10b5-1 Plan in August 2025, providing for the sale of up to 211,210 shares of Class A Common Stock, subject to minimum price conditions.
• Scott W. Hart sold 10,000 shares of Class A Common Stock at $61.28 per share on July 25, 2025, and another 10,000 shares at $61.44 per share on August 25, 2025, through a family trust under his 10b5-1 Plan.

Sentiment

Score: 5

Explanation: The filing is an administrative update regarding changes in beneficial ownership reporting due to the disbandment of a committee and individual stock sales plans, with no direct positive or negative financial implications for the company's operations or outlook.

Future Outlook

Jose A. Fernandez has entered into a 10b5-1 Plan in August 2025 for the potential sale of up to 211,210 shares of Class A Common Stock, subject to certain minimum price conditions.

Industry Context

This filing is an administrative update common in the financial industry, particularly for companies with complex ownership structures involving partnerships and multiple classes of stock. It reflects a change in how beneficial ownership is reported by key executives following an internal corporate governance adjustment, rather than a change in the company's operational performance or strategic direction. The 10b5-1 plans are standard mechanisms for insiders to sell shares in a pre-arranged, compliant manner.

Corporate Governance

Related Party Transactions

• Beneficial ownership includes shares held directly, through family trusts, and through entities like MMAR HNL, LLC, Santaluz Capital Partners, LLC, Benzy LLC, and Cresta Capital, LLC, which are owned or controlled by the Reporting Persons or their spouses.

Stakeholder Impact

• Shareholders will have clearer visibility into the individual beneficial ownership stakes of key executives, as the collective reporting through the Class B Committee has ceased.
• The disbandment of the Class B Committee clarifies the individual voting power of the executives, removing the previously aggregated voting power of 37.5% of Class A Common Stock.

Next Steps

• Each Reporting Person who individually holds more than 5% of the Company's Class A Common Stock intends to file a separate Schedule 13D on or about the date of this filing to report their individual ownership.

Key Dates

Recommendation

This filing is an administrative update detailing changes in beneficial ownership reporting for key executives following the disbandment of the Class B Committee. It also reports pre-planned stock sales under 10b5-1 plans. There is no new operational or financial information that would warrant a change in investment recommendation.

Keywords

StepStone Group, Schedule 13D, Beneficial Ownership, Insider Holdings, Class A Common Stock, Corporate Governance, 10b5-1 Plan, Executive Stock Sales